<p>On January 10, 2007, the Honorable Judge Maxine M. Chesney granted Textainer Defendants’ motion to dismiss. On January 24, 2007, the plaintiff filed a Notice of Appeal. The appeal is currently pending in the U.S. Court of Appeals for the Ninth Circuit.</p> <p>On August 30, 2006, a Fourth Amended and Consolidated Class Action Complaint was filed. On September 14, 2006, the defendants filed a motion to dismiss the complaint.</p>
<p>On August 10, 2006, the Court issued the Order signed by U.S. District Judge Maxine M. Chesney. According to the Order, the Textainer Defendants’ motion to dismiss is hereby granted in part and denied in part as follows: 1. With respect to plaintiff’s § 14(a) claim, the motion is granted and such claim is dismissed with leave to amend; 2. With respect to plaintiff’s § 20(a) claim, the motion is granted and such claim is dismissed with leave to amend; 3. With respect to plaintiff’s state law claims, the motion to dismiss is denied without prejudice; and, 4. Plaintiff may file an amended complaint no later than 20 days from the date of this order.</p>
<p>On June 9, 2006, the plaintiffs filed a Third Amended Consolidated Class Action Complaint.</p>
<p>On May 15, 2006, the Honorable Judge Maxine M. Chesney issued an Order granting in part and denying in part defendants’ motions to dismiss. Plaintiffs must file an amended complaint within twenty days of the Order.</p>
<p>On December 12, 2005, the Court issued an Order granting in part and denying in part defendant’s motion to dismiss. Plaintiff must file an amended complaint within twenty days of this Order. On January 27, 2006, the plaintiff filed a Second Amended and Consolidated Class Action Complaint.</p>
<p>According to a press release dated March 22, 2005, the Complaint charges defendants with violations of the federal securities laws, specifically Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder. The Complaint alleges that the defendants have issued materially misleading proxy statements (the “Proxy Statements”) to the limited partners of the Textainer Partnerships requesting that the limited partners grant proxies to be voted in favor of the Sale and related proposals. In the action, the plaintiff alleges that (1) the Proxy Statements failed to appropriately disclose that the prices at which the assets of the Partnerships were to be sold were materially lower than current market conditions would dictate; (2) the Proxy Statements omitted to state that there was a risk that the Partnership’s Assets were being sold at a value below the market because Textainer Financial and its affiliates had required any bidder agree Textainer Equipment Management Limited be retained to manage the assets of the Partnerships after they were sold, a condition which effectively eliminated other container leasing companies from the bidding process or artificially capped the amount that they would bid; adjustments made to the pricing of the Sale did not account for the increasing value of containers; and (3) the Proxy Statements omitted to state other material facts that an investor would consider important in deciding whether to grant their proxies to be voted in favor of the Sale and the related proposals.</p>
<p>The securities class action lawsuit was brought against Textainer Financial Services Corporation (”Textainer Financial”), Textainer Equipment Management Limited, Textainer Limited, Textainer Capital Corporation, Textainer Group Holdings Limited, John A. Maccarone, and RFH, Ltd.</p>
<p>The action was brought on behalf of all persons (the “Class”) who held limited partnership interests in TCC Equipment Income Fund, a California Limited Partnership, Textainer Equipment Income Fund II, L.P., Textainer Equipment Income Fund III, L.P., Textainer Equipment Income Fund IV, L.P., Textainer Equipment Income Fund V, L.P., and Textainer Equipment Income Fund VI, L.P. (collectively, the “Textainer Partnerships”) on January 20, 2005, and their assignees and other successors in interest. The Textainer Partnerships purchase, own, operate, lease and sell steel cargo containers used by international shipping lines, and are currently the subject of a proposal to sell all of their assets to defendant RFH, Ltd. (the “Sale”).</p>